These Nift Networks Platform Terms of Service (the “Agreement”) is made and entered into between Nift Networks, Inc. (“Nift Networks”) and the customer that has registered with Nift Networks to use the Nift Networks Platform (“you”). This Agreement sets forth the terms and conditions for your use of the Nift Networks Rewards Management Platform (the Nift Networks Platform”), which enables merchants to distribute offers and rewards (“Rewards”) to its customers (“Consumers”) via the Nift Networks website available at http://www.gonift.com (the “Site”). By clicking on the [I agree] button, you agree to be bound by this Agreement. If you are accessing and using the Nift Networks Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In that case, “you” and “your” will refer to that company or other legal entity.

1. Rewards.

1.1 Nift Networks will host and manage the Nift Networks Platform, including the collection and analysis of consumer information and transaction data, the selection and presentation of optimal Rewards for your Consumers based on such information, and issuing Rewards you purchase on the Site. You may only use the Nift Networks Platform to manage Rewards for your own Consumers; you may not use the Nift Networks Platform to manage Rewards for others. Consumers will receive Rewards via email and redeem them with the business that created the Reward through the Nift Networks Platform.

2. Your Responsibilities.

2.1 As part of the account creation process, you will create an administrative username and password for your account. You will determine the access controls for your authorized users, and you are responsible for the activity occurring under your account by your authorized users.

2.2 Data that you upload (or have uploaded on your behalf as described in Sections 2.3(iii) and (iv) below) to the Nift Networks Platform about your business and Consumers, including Consumer List Information (defined below) (“Merchant Data”) shall be and shall remain your property. You hereby grant Nift Networks a perpetual, royalty-free, non-exclusive, sublicenseable license to use Merchant Data and to aggregate (including with third party data), or otherwise manipulate, or create derivative works from, Merchant Data for the purpose of making available the Nift Networks Platform.

2.3 You will select individual Consumers for whom you wish to buy Rewards by selecting the applicable Consumer from your Consumer list on the Site (“Consumer List”). You are responsible for creating your Consumer List by (i) inputting individual Consumer information (such as name and email address) (“Consumer List Information”) on the Site, (ii) importing a file containing Consumer List Information, (iii) associating your account with your compatible POS, CRM or loyalty system on the Site, and/or (iv) associating your account with your credit card payment processor, and providing permission for Nift Networks to receive and analyze your customer transactions.

3. Fees.

3.1 You may create an account on the Nift Networks Platform for no charge. You agree to pay, and authorize Nift Networks's third party payment processor to charge using your selected payment method, for all applicable fees and taxes that may accrue in relation to Rewards you select for purchase on the Site (“Rewards Fees”). You are responsible for providing complete and accurate billing and contact information to us. You acknowledge and agree that Nift Networks is not responsible to you or your Consumers for their failure to redeem any Rewards prior to the date on which such Reward becomes invalid (the “Reward Invalidity Date”). If such Reward is not redeemed before the applicable Reward Invalidity Date, the Rewards Fees applicable to such Reward will be refunded to you as soon as is practicable.

3.2 You must keep your billing information promptly up-to-date and accurate. If your billing information is (or becomes) inaccurate or false, we reserve the right to suspend or terminate your account and your access to the Nift Networks Platform in addition to any other remedies that are available to us.

4. Cancellation and Termination.

4.1 You can cancel your account at any time by providing us thirty (30) days prior written notice.

4.2 Nift Networks may suspend your access to the Nift Networks Platform and/or terminate your account if: (a) you breach any material provision of this Agreement that, (if it is capable of being cured) is not cured within 15 days from written notice to you (and 5 days in the case of non-payment); or (b) Nift Networks reasonably determines that your use of the Nift Networks Platform will cause legal liability for Nift Networks, its suppliers or any person. Upon the cancellation or termination of this Agreement, the rights granted herein will automatically terminate, and you may not continue to use the Nift Networks Platform. Nift Networks will not be liable for any costs, losses, or damages as result of exercising its termination rights in this Agreement.

5. Disclaimers.

5.1 The Nift Networks Platform is provided “AS IS” and on an “AS AVAILABLE” basis. Nift Networks does not guarantee that the operation of the Nift Networks Platform will be error free or uninterrupted. Nift Networks HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Nift Networks will not liable to you or your Consumers for any failures, delays and/or interruptions in the delivery of any Rewards, due to any event outside Nift Networks's reasonable control.

6. Representations. You represent and warrant that: (a) you have the requisite power and authority to enter into, deliver and perform the obligations under this Agreement; (b) this is a valid and legally binding Agreement enforceable against you; and (c) you will comply with all applicable laws and regulations and the terms of this Agreement.

7. Ownership. Nift Networks owns all right, title and interest in and to the Nift Networks Platform, the Site, all data and information collected and stored on or through the foregoing (other than Merchant Data) (Nift Networks Data”) and all intellectual property rights therein. Except for the rights granted to you herein, nothing else in this Agreement gives you any right or license to use, reproduce, display or distribute (electronically or otherwise) any technology or intellectual property rights in the Nift Networks Platform, the Site or Nift Networks Data.

8. Indemnification. You will defend, indemnify and hold Nift Networks harmless from any settlement, damage award, liability or cost Nift Networks incurs in connection with a claim brought against Nift Networks by a third party arising out of or related to: (a) any Rewards, or any claim that your Merchant Data infringes the rights of, or has caused harm to, a third party; (b) a violation by you of your representations and warranties; or (c) a breach by you of this Agreement. Nift Networks will promptly notify you in writing of such claim. You will have sole control of the defense and settlement of the claim, and Nift Networks will reasonably cooperate with you in the defense and/or settlement thereof at your expense; provided that Nift Networks may participate in such defense using its own counsel, at its own expense.

9. Limitation of Liability. IN NO EVENT WILL Nift Networks BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE NIFT NETWRORK PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE Nift Networks PLATFORM, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE Nift Networks PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Nift Networks's aggregate liability exceed the Rewards Fees payable in the 12 month period prior to the event that gave rise to the claim.

10. Changes. We may modify this Agreement at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Agreement on the Site or through other communications. It's important that you review the Agreement whenever we modify them because if you continue to use the Services after we have posted the modified Agreement on the Site or have otherwise notified you, you are indicating to us that you agree to be bound by the modified Agreement. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

11. General. This Agreement is not intended to benefit any third party. This Agreement is also not intended to create an agency, partnership, association, joint venture, employee-employer, or franchiser-franchisee relationship between us. This Agreement will be governed and construed by the laws of the State of California, and without giving effect to any conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco County, California and you consent to such personal jurisdiction and venue. If any provision in this Agreement is found to be void or unenforceable, the remaining provisions will remain in full force and effect. You may not assign this Agreement, in whole or in part, without Nift Networks's prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. This Agreement constitutes the complete and exclusive understanding and agreement between us regarding their subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives from both of us.